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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K/A (Amendment No. 1)    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 TO COMMISSION FILE NUMBER: 814-00757   FS Energy and Power Fund (Exact name of registrant as specified in its charter)    Delaware

27-6822130(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)201 Rouse Boulevard
Philadelphia, Pennsylvania

19112(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code: (215)
495-1150 Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share   Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes  ☐    No  ☒ Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  ☐    No  ☐ Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☐Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒ There is no established market
for the Registrants common shares of beneficial interest. The Registrant closed the public offering of its common shares in November 2016. Since the registrant closed its public offering, it has continued to issue shares pursuant to its
distribution reinvestment plan. The most recent price at which the registrant has issued shares pursuant to the distribution reinvestment plan was $4.00 per share. There were 447,523,876.779 shares of the Registrants common shares of beneficial interest outstanding as of April 1, 2022. Documents Incorporated by Reference None.




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Explanatory Note FS Energy and Power Fund (the Company), which may also be referred to as we, us or our, is
filing this Amendment No. 1 (the Amendment) to its Annual Report on Form 10-K for the Companys fiscal year ended December 31, 2021, as originally filed with the Securities and
Exchange Commission (the SEC) on March 11, 2022 (the Original Report). The purpose of this Amendment is to include Part III information, which was to be incorporated by reference by this Amendment in reliance on
General Instruction G(3) to Form 10-K. This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new
Exhibits 31.1 and 31.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange
Act). In addition, the cover page has been updated and amended. The Amendment does not affect any other items in the Original
Report, including the Companys financial statements and the notes to the financial statements. Except as otherwise indicated, the Amendment speaks as of the date of the Original Report and reflects only the changes discussed above.
Accordingly, this Amendment should be read in conjunction with the Original Report.




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FS ENERGY AND POWER FUND FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 TABLE OF CONTENTS  PagePART IIIITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE


1ITEM 11. EXECUTIVE COMPENSATION


7ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED SHAREHOLDER MATTERS


8ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE


11ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


14PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


16ITEM 16. 10-K
SUMMARY


16SIGNATURES


17




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PART III  Item 10.
Trustees, Executive Officers and Corporate Governance. Board of Trustees The role of the
Companys board of trustees (the Board) is to provide general oversight of the Companys business affairs and to exercise all of the Companys powers except those reserved for the shareholders. The responsibilities of the
Board also include, among other things, the oversight of the Companys investment activities, the quarterly valuation of the Companys assets, oversight of the Companys financing arrangements and corporate governance activities. The Board is currently comprised of eight trustees, six of whom are not interested persons, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the 1940 Act) of the Company or FS/EIG Advisor, LLC, the Companys investment adviser (the Advisor) and are independent as defined by Rule 5605(a)(2) of
The NASDAQ Stock Market LLC. These individuals are referred to as the Companys independent trustees (the Independent Trustees). Section 2(a)(19) of the 1940 Act defines an interested person to include, among other
things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The members of the Board who are not Independent Trustees are referred to as interested trustees (the
Interested Trustees). Trustees Information regarding the Board is set forth below. We have divided the trustees into two groups  Interested Trustees and
Independent Trustees. The address for each trustee is c/o FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.  NAME

AGE


TRUSTEE SINCE


EXPIRATION OF TERMInterested Trustees(1)Michael C. Forman


61



2010



2022R. Blair Thomas


59



2019



2022Independent TrusteesSidney R. Brown


65



2011



2022Gregory P. Chandler


55



2010



2022Richard I. Goldstein


61



2011



2022Kathleen A. McGinty


58



2020



2022Charles P. Pizzi


71



2012



2022Pedro A. Ramos


57



2018



2022  (1)
Interested person of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs.
Forman and Thomas are each an interested person because of their affiliation with the Advisor.  1




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Interested Trustees Michael C. Forman is chairman and chief executive officer of Franklin Square Holdings, LP (FS Investments) and has been
leading FS Investments since its founding in 2007. Mr. Forman has served as the Companys chairman and chief executive officer since its inception in September 2010 and as the chairman and chief executive officer of the Companys former
investment adviser, FS Investment Advisor, LLC, since its inception in September 2010. He has also served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also currently serves as chairman, president and/or
chief executive officer of certain of the other funds sponsored by FS Investments and its affiliates. Mr. Forman has served as a member of the board of directors of FS KKR Capital Corp. (FSK) since 2007, FS Credit Opportunities Fund
since 2013, FS Series Trust since 2017, FS Credit Income Fund since 2016 and FS Credit Real Estate Income Trust, Inc. since 2017. In 2005, Mr. Forman co-founded FB Capital Partners, L.P., an investment
firm that previously invested in private equity, senior and mezzanine debt and real estate, and has served as managing general partner since inception. Prior to co-founding FB Capital Partners, L.P.,
Mr. Forman spent nearly 20 years as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, where he was a partner from 1991 until leaving the firm
to focus exclusively on investments. In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several companies, including companies engaged in the gaming, specialty finance and asset
management industries. Mr. Forman serves as a member of the board of directors of a number of private companies. He is also a member of several civic and charitable boards, including the Barnes Foundation (Corporate Leadership Board member),
Childrens Hospital of Philadelphia (corporate council member), Drexel University and the Center City District Foundation. He is a founding member of the Philadelphia Equity Alliance. Mr. Forman serves as
co-chair of the capital campaign of the Philadelphia School. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected Phi Beta Kappa, and received his J.D.
from Rutgers University. Mr. Forman has extensive experience in corporate and securities law and has founded and served in a
leadership role of various companies, including the Advisor. The Board believes Mr. Formans experience and his positions as the Companys and the Advisors chief executive officer make him a significant asset to the Company. R. Blair Thomas has served as a trustee of the Company since September 2019. Mr. Thomas is the chief executive officer
of EIG Global Energy Partners (EIG), as well as chairman of the investment committee and executive committee of EIG. EIG was formerly part of Trust Company of the West, where Mr. Thomas was a group managing director and a member of
the board of directors of TCW Asset Management Company. Prior to joining EIG in 1998, Mr. Thomas was a senior investment officer with the Inter-American Development Bank and a project finance attorney at the law firm of Brown & Wood in
New York. Mr. Thomas also served on the White House staff of President George H. W. Bush as an advisor on energy and budget policy. Mr. Thomas received a BA from the University of Virginia, a JD from New York Law School and an LLM from
Georgetown University Law Center. Mr. Thomas is also the chairman of the board of directors of Harbour Energy plc (HBR.L) and Prumo Logistica S.A. and is a member of the board of directors of 8Minute Solar Energy and Highly Innovative Fuels
S.A. Mr. Thomas has significant experience as an executive, trustee and advisor at various organizations. In addition,
Mr. Thomas has significant legal and investment management experience. This experience has provided Mr. Thomas, in the opinion of the Board, with experience and insight which is beneficial to the Company. Independent Trustees Sidney R.
Brown has served as the chief executive officer of NFI, Inc. (NFI), a premier integrated supply chain solutions company, since the late 1990s. NFI, founded in 1932 as National Hauling, has evolved from a trucking company in a
regulated environment into one of the largest privately held third party logistics companies in the United States. NFI in North America now consists of logistics, warehousing and distribution, transportation, intermodal, real estate, transportation
brokerage, contract packaging, solar, global freight forwarding and NFI Canada. From 1990 to 2017, Mr. Brown served in various capacities with Sun National Bank, including chairman and interim chief executive officer. In addition,
Mr. Brown is a general partner of various real estate companies having extensive holdings with an emphasis on development and management of commercial and industrial real estate. He began his career working for Morgan Stanley in New York City
as a financial analyst in the corporate finance department of the investment bank. Mr. Brown has served as a trustee of J & J Snack Foods Corp. since 2004, and currently serves on the board of trustees of Cooper Health System.
Mr. Brown also served as a trustee of Sun National Bank from 1990 to 2016, and as chairman from 2013 to 2016. Mr. Brown received a B.S.B.A. in Finance from Georgetown University and an M.B.A. from Harvard University. Mr. Brown has served as a member of the board of directors of two publicly traded companies, Sun Bancorp Inc. and J&J Snack Foods
Corp. In addition, his service as chief executive officer of NFI has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.  2




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Gregory P. Chandler has been chief financial officer of Herspiegel
Consulting LLC (Herspiegel), a leading pharmaceutical and biotech consulting firm, since December 2020. Prior to Herspiegel, Mr. Chandler acted as chief financial officer of Avocado Systems Inc., a cybersecurity provider, from
December 2019 to November 2020, and chief financial officer of Emtec, Inc. (Emtec), a global information technology services provider, from May 2009 to April 2020. Mr. Chandler has also been a member of
Emtecs board of trustees since 2005 where he served as chairman of the audit committee from 2005 through 2009. He was a member of the board of directors of FSK from April 2008 through December 2018, and served as chairman of its
audit committee and as a member of its valuation committee. Mr. Chandler also presently serves as trustee and chairman of the audit committee of the RBB Funds and the Wilmington Funds. Mr. Chandlers degrees include a B.S. in
Engineering from the United States Military Academy at West Point and an M.B.A. from Harvard Business School. He is also a Certified Public Accountant (inactive). Mr. Chandler began his career as an officer in the United States Army. After
business school he spent four years with PricewaterhouseCoopers LLP (PwC), and its predecessor, Coopers and Lybrand, where he assisted companies in the Office of the CFO Practice and also worked as a certified public
accountant. During his tenure at PwC he spent the majority of his time in the investment company practice. He also was an Investment Banker for 10 years leading the Business and IT services practice at Janney Montgomery Scott LLC prior to his CFO
positions. Mr. Chandler has extensive experience in valuations and in negotiating debt, equity and mergers and acquisitions
transactions in a variety of industries with both public and private companies. In addition, Mr. Chandler has experience managing the audits of mutual funds, hedge funds and venture capital funds. This experience has provided Mr. Chandler,
in the opinion of the Board, with experience and insight which is beneficial to the Company. Richard I. Goldstein has served
as the Companys lead independent trustee since March 2015. Mr. Goldstein also serves as a member of the board of directors of FSK and has served in such roles since April 2015. He currently acts as chief operating officer of
Radius Global Infrastructure Inc. since 2020 and also has served as a managing trustee of Liberty Associated Partners, LP (LAP), since 2000 and Associated Partners, LP (AP), since 2006, both investment funds that make private
and public market investments in communications, media, internet and energy companies. Prior to joining LAP and AP, Mr. Goldstein was vice president of The Associated Group, Inc. (AGI), a multi-billion dollar publicly traded owner
and operator of communications related businesses and assets. While at AGI, he assisted in establishing Teligent, Inc., of which he was a trustee, and was responsible for operating AGIs cellular telephone operations. Mr. Goldstein has
also served as a trustee of Ubiquia since 2017. He also served as a member of the board of trustees of The Shipley School from 2009 through 2014 and has counseled many early- stage companies. Mr. Goldstein received a B.S. in Business and
Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems. Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries,
including in the energy industry. This experience has provided Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company. Kathleen A. McGinty has been vice president and chief sustainability, government and regulatory affairs for Johnson Controls, a
leading energy efficiency and buildings technology company, since April 2019. Prior to joining Johnson Controls, she served as chair of the Pennsylvania Energy Development Authority from 2004 to 2008 and Pennsylvania Secretary of Environmental
Protection from 2003 to 2008. Prior to this she was chair of the White House Council on Environmental Quality and Deputy Assistant to the President from 1993 to 1998. Ms. McGinty has also served as an operating partner with a private equity
fund, where she helped build successful growth strategies for mid-stage clean energy, water and efficiency companies, as well as served as a trustee of publicly traded and privately held businesses in the
energy sector. Currently, Ms. McGinty serves on the boards of the Scott Institute for Energy Innovation at Carnegie Mellon University, the Energy Futures Initiative, the Alliance to Save Energy, the Keystone Policy Center, the American Council
on Renewable Energy, and the Delaware River Port Authority. Ms. McGinty received a B.S. in chemistry from St. Josephs University and J.D. from Columbia University. She has also received honorary doctorates from Muhlenberg University,
Dickinson College, and Clarion State University.  3




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Ms. McGintys extensive service in the private and public sectors has provided
her, in the opinion of the Board, with experience and insight which is beneficial to the Company. Charles P. Pizzi is
the retired president, trustee and chief executive officer of Tasty Baking Company, manufacturer of Tastykake branded snack cakes. He served in these positions from 2002 to May 2011. Prior to leading Tasty Baking Company, Mr. Pizzi served
as president and chief executive officer of the Greater Philadelphia Chamber of Commerce, vice chairman of the American Chamber of Commerce Executives and chairman of the Metro Council of Presidents. His career also includes work with the transition
teams for the former Pennsylvania Governor Tom Ridge and the former Philadelphia Mayor Ed Rendell. Mr. Pizzi has also served as Commerce Director for the City of Philadelphia. He has been a trustee of Brandywine Realty Trust since 1996, serving
on the Nominating and Governance Committee and as a Chair of the Compensation Committee, the chairman of the board of trustees of Independence Health Group where he has been a member since 1991, and trustee of Pennsylvania Real Estate Investment
Trust since May 2013. He is also a trustee of Mistras Group Inc., a multinational provider of integrated technology-enabled asset protection solutions, since 2020. He was a trustee of the Federal Reserve Bank of Philadelphia from 2006 to
December 2011, serving as Chairman from January 2010 to December 2011. He also previously served as a trustee of the Philadelphia Stock Exchange from 1998 until it was acquired by NASDAQ in July 2008, on the board of governors of
NASDAQ OMX PHLX, Inc. from August 2008 to March 2009 and as a trustee of Allied Security Holdings LLC from 2011 to 2016. Mr. Pizzi holds a bachelors degree from LaSalle University and a masters degree from the University
of Pennsylvania. Mr. Pizzi has significant experience as an executive and trustee at various companies and governmental
organizations. This experience has provided Mr. Pizzi, in the opinion of the Board, with experience and insight which is beneficial to the Company. Pedro A. Ramos has served as the president and chief executive officer of The Philadelphia Foundation, or TPF, since
August 2015, a charitable foundation that builds, manages and distributes philanthropic resources to improve lives in the greater Philadelphia region. Prior to joining TPF, he was a partner with the law firm of Schnader, Harrison,
Segal & Lewis LLP (Schnader) where he advised clients in the business, nonprofit and government sectors, focusing on transactions, financings, compliance, risk management and investigations. From June 2009 until the
firms attorneys joined Schnader in August 2013, Mr. Ramos was a partner with the law firm of Trujillo, Rodriguez & Richards, LLC and led the firms government, education and social sector practice. From June 2007
to June 2009, Mr. Ramos was a partner with the law firm of Blank Rome LLP in its employment, benefits and labor group and its government relations practice. Mr. Ramos previously served as the Managing Director of the City of
Philadelphia from April 2005 to June 2007 and as the City Solicitor from March 2004 to April 2005. Before working for the City of Philadelphia, Mr. Ramos served as vice president and chief of staff to the president of the
University of Pennsylvania from January 2002 to March 2004. From September 1992 to January 2002, Mr. Ramos served as an associate and partner with the law firm of Ballard Spahr Andrews & Ingersoll, LLP in its
employee benefits group. From November 2011 to October 2013, Mr. Ramos served as the chairman of the School Reform Commission, which oversaw the School District of Philadelphia. Mr. Ramos served on the Board of the School
District of Philadelphia from December 1995 through December 2001, with his last two years as president of that board. Mr. Ramos has served as a director of Independence Health Group, Inc. since March 2015, and prior to mergers served as a director of
AmeriGas Propane, Inc. (NYSE: APU) from September 2015 to August 2019, and trustee of FS Investment Corporation (NYSE: FSIC) from September 2013 to December 2018. A civic leader, Mr. Ramos has served as a member of the executive committee and a
director of the Greater Philadelphia Chamber of Commerce since October 2017. Mr. Ramos extensive service in the private
and public sectors has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.  4




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Executive Officers The following persons currently serve as our executive officers in the following capacities:  NAME

AGE

POSITIONS HELDMichael C. Forman

61

Chief Executive OfficerEric Long

52

PresidentDavid Weiser

41

Chief Investment OfficerEdward T. Gallivan, Jr.

60

Chief Financial Officer and TreasurerJames Beach

35

Chief Operating OfficerStephen S. Sypherd

45

General CounselJames F. Volk

59

Chief Compliance Officer The address for each executive officer is c/o FS Energy and Power Fund, 201 Rouse Boulevard,
Philadelphia, Pennsylvania 19112. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal. Executive Officers Who are Not Trustees Eric Long has served as the Companys president since September 2019 and as its portfolio manager since April 2018.
Mr. Long has served as a managing director of EIG since 2014. Prior to joining EIG in 2014, Mr. Long was a senior investment banker with Goldman Sachs. During his tenure, Mr. Long advised companies on a broad range of transactions
including mergers, acquisitions, divestitures, debt and equity financings and other corporate finance functions. Prior to joining Goldman Sachs, Mr. Long was a director in the transaction services group of PricewaterhouseCoopers. Mr. Long
is a Chartered Financial Analyst (CFA). He holds a B.A. from the University of Vermont and an M.B.A. from the Wharton School at the University of Pennsylvania. David Weiser has served as the Companys chief investment officer since March 2021. Mr. Weiser is also a
managing director in the investment management group of FS Investments, which he joined in 2015. Before joining FS Investments and its affiliated investment advisers, Mr. Weiser served as a research analyst at Towerview LLC, a long-biased
public equities fund, from January 2007 to July 2015, where he originated and executed investments in companies involved in mergers, restructurings and deep value situations. Prior to that role, Mr. Weiser was an associate at Golub
Capital from May 2005 to January 2007, where he executed middle market debt and equity investments. Mr. Weiser earned a Bachelor of Science in economics (magna cum laude) from the Wharton School at the University of Pennsylvania. Edward T. Gallivan, Jr. has served as the Companys chief financial officer and treasurer since November 2012.
Mr. Gallivan also serves as the chief financial officer of certain of the other funds sponsored by FS Investments. Prior to his appointment as chief financial officer, Mr. Gallivan was director of financial reporting at BlackRock and
assistant treasurer of mutual funds at State Street Research & Management. Mr. Gallivan began his career as an auditor at the global accounting firm PwC where he practiced as a certified public accountant. Mr. Gallivan received
his B.S. in Business Administration (Accounting) degree at Stonehill College.  5




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James Beach has served as the Companys chief operating officer since
June 2020. Mr. Beach is also a managing director of FS Investments, which he joined in 2010. He is one of the persons responsible for fund administration and portfolio management, including valuation, forecasting, and management reporting.
Prior to joining FS Investments, Mr. Beach was an investment banking analyst at Ewing Bemiss & Co. Mr. Beach received his B.A. in Economics from the University of Richmond and a general course certificate from the London School of
Economics. Mr. Beach holds the CFA Institutes Chartered Financial Analyst designation. Stephen S. Sypherd serves
as the Companys general counsel. Mr. Sypherd also currently serves as the general counsel, vice president, treasurer and/or secretary of certain of the other funds sponsored by FS Investments. Mr. Sypherd has also served in various
senior officer capacities for FS Investments and its affiliated investment advisers, including as senior vice president from December 2011 to August 2014, general counsel since January 2013 and managing director since
August 2014. He is responsible for legal and compliance matters across all entities and investment products of FS Investments. Prior to joining FS Investments, Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate,
Meagher & Flom LLP, where he practiced corporate and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University Law Center, where he was an executive editor of the
Georgetown Law Journal. He serves on the board of trustees of the University of the Arts (and on the audit and advancement and governance committees of that board). James F. Volk has served as the Companys chief compliance officer since April 2015. Mr. Volk also serves as the
chief compliance officer of the other funds sponsored by FS Investments. He is responsible for all compliance and regulatory issues affecting the Company and the foregoing companies. Before joining FS Investments and its affiliated investment
advisers in October 2014, Mr. Volk was the chief compliance officer, chief accounting officer and head of traditional fund operations at SEIs Investment Manager Services market unit. Mr. Volk was also formerly the assistant
chief accountant at the SECs Division of Investment Management and a senior manager for PwC. Mr. Volk graduated from the University of Delaware with a B.S. in Accounting and is currently an inactive Certified Public Accountant. Code of Business Conduct and Ethics The
Company has adopted a code of business conduct and ethics (as amended and restated, the Code of Business Conduct and Ethics) pursuant to Rule 17j-1 promulgated under the 1940 Act, which
applies to, among others, its officers, including its Chief Executive Officer and Chief Financial Officer, as well as the members of the Board. The Companys Code of Business Conduct and Ethics can be accessed on the Corporate Governance
portion of the Companys website athttps://fsinvestments.com/investments/fsep-corporate-governance/. In addition, the Code of Business Conduct and Ethics is available on the EDGAR Database on the SECs Internet site at
www.sec.gov. Shareholders may also obtain a copy of the Code of Business Conduct and Ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov. The
Company intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct and Ethics on Form 8-K, as required by the Exchange Act and the rules and regulations promulgated
thereunder. Audit Committee The
Board has established an Audit Committee that operates pursuant to a charter and consists of three members, including a Chairman of the Audit Committee. The Audit Committee members are Messrs. Chandler (Chairman), Pizzi and Ramos, each an
Independent Trustee. The Board has determined that Mr. Chandler is an audit committee financial expert as defined by Item 407(d)(5)(ii) of Regulation S-K promulgated under the
Exchange Act. The primary function of the Audit Committee is to oversee the integrity of the Companys accounting policies, financial reporting process and system of internal controls regarding finance and accounting policies. The Audit
Committee is responsible for selecting, engaging and discharging the Companys independent accountants, reviewing the plans, scope and results of the audit engagement with the Companys independent accountants, approving professional
services provided by the Companys independent accountants (including compensation therefor) and reviewing the independence of the Companys independent accountants. The Audit Committee charter can be accessed on the Corporate Governance
portion of Companys website athttps://fsinvestments.com/investments/fsep-corporate-governance/.  6




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Item 11.
Executive Compensation. Compensation Discussion and Analysis The
Companys executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed business development company
(BDC), services necessary for the Companys business are provided by individuals who are employees of the Advisor or its affiliates or by individuals who were contracted by the Company, the Advisor or their respective affiliates to
work on behalf of the Company, pursuant to the terms of the investment advisory and administrative services agreement between the Company and the Advisor, dated April 9, 2018, as amended (the Investment Advisory and Administrative
Services Agreement). Each of the Companys executive officers is an employee of the Advisor or its affiliates or an outside contractor, and the day-to-day
investment operations and administration of the Companys portfolio are managed by the Advisor. In addition, the Company reimburses the Advisor for expenses necessary to perform services related to the Companys administration and
operations, including the Advisors allocable portion of the compensation and/or related expenses of certain personnel of FS Investments and EIG providing administrative services to the Company on behalf of the Advisor. Trustee Compensation The Company does
not pay compensation to its trustees who also serve in an executive officer capacity for the Company or the Advisor. Trustees who do not also serve in an executive officer capacity for the Company or the Advisor are entitled to receive annual cash
retainer fees, fees for participating in quarterly Board and Board committee meetings and certain other Board and Board committee meetings and annual fees for serving as a committee chairperson. These trustees are Ms. McGinty and Messrs. Brown,
Chandler, Goldstein, Pizzi and Ramos. Mr. Goldstein also receives an annual retainer for his service as lead Independent Trustee. Amounts payable under the trustee fee arrangement were determined and paid in quarterly arrears as follows:  Fee

AmountAnnual Board Retainer

$
100,000Board Meeting Fees

$
2,500Annual Committee Chair Retainers:Audit and Valuation Committees

$
20,000Nominating and Governance Committee

$
15,000Other Committees

$
10,000Committees Meeting Fees

$
1,000Annual Lead Independent Trustee Retainer

$
25,000  7




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##### Table of Contents

The Company also reimburses each of the above trustees for all reasonable and authorized
business expenses in accordance with its policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection
with attending each in-person Board meeting and each in-person Board committee meeting not held concurrently with a Board meeting. The table below sets forth the compensation received by each of the Companys trustees for service during the fiscal year ended
December 31, 2021. Our trustees do not receive any retirement benefits from us.  Name of Trustee

Fees Earned orPaid in Cashby theCompany


Total Compensationfrom the CompanyMichael C.
Forman(1)






R. Blair
Thomas(1)






Sidney R. Brown

$
111,000


$
111,000Gregory P. Chandler

$
140,500


$
140,500Richard I. Goldstein

$
161,500


$
161,500Kathleen A. McGinty

$
113,500


$
113,500Charles P. Pizzi

$
131,500


$
131,500Pedro A. Ramos

$
120,500


$
120,500  (1)
Messrs. Forman and Thomas do not receive fees.  Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. Security Ownership of Management and Certain Beneficial Owners The following table sets forth, as of April 1, 2022, the beneficial ownership of each current trustee, the Companys executive
officers, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Companys executive officers and trustees as a group.  8




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##### Table of Contents

Beneficial ownership is determined in accordance with
Rule 13d-3 promulgated under the Exchange Act and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable
within 60 days of April 1, 2022.  Shares Beneficially Owned asof April 1, 2022Name and Address of Beneficial Owner(1)

Number ofShares


Percentage (%)(2)Interested Trustees:Michael C.
Forman(3)


446,793.656




*R. Blair Thomas






Independent Trustees:Sidney R.
Brown(4)


64,870.090




*Gregory P.
Chandler(5)


29,461.414




*Richard I. Goldstein


43,992.788




*Kathleen A. McGinty






Charles P. Pizzi


22,003.792




*Pedro A. Ramos






Executive Officers:Eric Long






Edward T. Gallivan, Jr.


5,171.140




*David Weiser






James Beach


2,114.739




*Stephen S.
Sypherd(6)


7,920.475




*James F. Volk


2,212.759




*All Trustees and Executive Officers as a group (14 persons)


624,540.853




*  *
Less than one percent. (1)
The address of each of the beneficial owners set forth above is c/o FS Energy and Power Fund, 201 Rouse
Boulevard, Philadelphia, Pennsylvania 19112.  9




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##### Table of Contents

(2)
Based on a total of 447,523,876.779 Shares issued and outstanding on April 1, 2022. (3)
Includes 270,905.320 Shares held through MCFDA SCV LLC, 11,342.880 Shares held for the benefit of minor
children in trust and 164,545.456 Shares held by FSH Seed Capital Vehicle I LLC. (4)
Includes 28,055.556 Shares held by NFI International, Ltd., a company of which Mr. Brown is a principal
interest holder, and 36,814.534 Shares held in trust. (5)
All Shares held in 401(k) account. (6)
All Shares held in a joint account with spouse.  10




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##### Table of Contents

Item 13.
Certain Relationships and Related Transactions, and Trustee Independence. Certain Relationships and Related Party Transactions The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related
to the Company. For example, the Companys Code of Business Conduct and Ethics generally prohibits any employee, officer or trustee from engaging in any transaction where there is a conflict between such individuals personal interest and
the interests of the Company. Waivers to the Code of Business Conduct and Ethics for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations. In addition,
the Audit Committee is required to review and approve all transactions with related persons (as defined in Item 404 of Regulation S-K promulgated under the Exchange Act). Prior to the occurrence of a
liquidity event (which we define as (1) a listing of the Companys Shares on a national securities exchange, (2) the sale of all or substantially all of the Companys assets either on a complete portfolio basis or individually
followed by a liquidation or (3) a merger or another transaction approved by the Board in which the Companys shareholders likely will receive cash or shares of a publicly traded company), all future transactions with affiliates of the
Company will be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of the Board, including a majority of the Independent Trustees. Compensation of the Investment Adviser Pursuant to the Investment Advisory and Administrative Services Agreement, the Advisor is entitled to an annual base management fee based on
the average weekly value of the Companys gross assets (gross assets equals total assets as set forth on the Companys consolidated balance sheets) during the most recently completed calendar quarter and an incentive fee based on the
Companys performance. The base management fee is payable quarterly in arrears, and is calculated at an annual rate of 1.75% of the average weekly value of the Companys gross assets. Pursuant to a letter dated May 13, 2020 (the
May Letter), the Advisor elected to defer the payment of 74.9% of the base management fee to which it was entitled for the investment advisory services provided during the quarterly period ended March 31, 2020 and thereafter until
the Advisor notified the Company that it no longer intends to defer payments. Pursuant to the May Letter, the Advisor agreed that it would take the deferred payment for any quarter upon the earlier of (1) the date provided by the Advisor in a
written notice to the Company and (2) the end of the third full calendar quarter following the quarter in which the provision of services to which such deferred payment relates. Pursuant to the May Letter, the deferred payment for any quarter
was deferred without interest and could be taken in such other quarter, in whole or in part, as the Advisor determined. The Advisor has received the deferred payments for the quarters ended March 31, 2020 and June 30, 2020 and elected not
to defer the base management fee for the quarters ended September 30, 2020 and December 31, 2020. In addition, on February 26, 2021, the Advisor notified the Company that it no longer intends to defer the payment of any portion of the
management fee pursuant to the May Letter. The incentive fee consists of two parts: (i) the capital gains incentive fee and
(ii) the subordinated income incentive fee. Pursuant to the terms of the Investment Advisory and Administrative Services Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or
upon termination of such agreement). Such fee equals 20.0% of the Companys incentive fee capital gains, which are the Companys realized capital gains on a cumulative basis from inception, calculated as of the end of the
applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee
on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, the fee payable to the Advisor will be based on realized gains and no such fee
will be payable with respect to unrealized gains unless and until such gains are actually realized. Pursuant to the terms of the
Investment Advisory and Administrative Services Agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the Investment Advisory and Administrative Services
Agreement is calculated and payable quarterly in arrears and equals 20.0% of the Companys pre-incentive fee net investment income for the immediately preceding quarter subject to a hurdle
rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, the Advisor will not earn this  11




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##### Table of Contents

incentive fee for any quarter until the Companys pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.625%. For
purposes of this fee, adjusted capital means cumulative gross proceeds generated from sales of the Companys Shares (including proceeds from its distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Companys investments paid to shareholders and amounts paid for share repurchases pursuant to the Companys share repurchase program. Once the Companys pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled to a catch-up fee equal to the amount of the
Companys pre-incentive fee net investment income in excess of the hurdle rate, until the Companys pre-incentive fee net investment income for such quarter
equals 2.031%, or 8.125% annually, of adjusted capital. This catch-up feature will allow the Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the
Advisor will be entitled to receive 20.0% of the Companys pre-incentive fee net investment income. The Advisor may receive structuring or other upfront fees from portfolio companies in which the Advisor has caused the Company to invest. The
Advisor has agreed to offset the amount of any structuring or other upfront fees received by the Advisor against the management fees payable by the Company under the Investment Advisory and Administrative Services Agreement. During the years ended
December 31, 2021 and 2020, $1,439 and $706 (dollars in thousands), respectively, of structuring or other upfront fees received by the Advisor were offset against management fees. Pursuant to the Investment Advisory and Administrative Services Agreement, the Advisor oversees the Companys day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs
activities and other administrative services. The Advisor also performs, or oversees the performance of, the Companys corporate operations and required administrative services, which includes being responsible for the financial records that
the Company is required to maintain and preparing reports for the Companys shareholders and reports filed with the SEC. The Company
reimburses the Advisor for expenses necessary to perform services related to the Companys administration and operations, including the Advisors allocable portion of the compensation and/or related expenses of certain personnel of FS
Investments and EIG providing administrative services to the Company on behalf of the Advisor, and for transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that
do not close, often referred to as broken deal costs. The Company reimburses the Advisor no less than quarterly for expenses necessary to perform services related to the Companys administration and operations. The amount of this
reimbursement is set at the lesser of (1) the Advisors actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services
in the same geographic location. The Advisor allocates the cost of such services to the Company based on factors such as time allocations and other reasonable metrics. The Companys board of trustees reviews the methodology employed in
determining how the expenses are allocated to the Company and assesses the reasonableness of such reimbursements for expenses allocated to the Company based on the breadth, depth and quality of such services as compared to the estimated cost to the
Company of obtaining similar services from third-party providers known to be available. In addition, the Companys board of trustees considers whether any single third-party service provider would be capable of providing all such services at
comparable cost and quality. Finally, the Companys board of trustees, among other things, compares the total amount paid to the Advisor for such services as a percentage of the Companys net assets to the same ratio as reported by
other comparable BDCs. The Company does not reimburse the Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of the
Advisor.  12




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##### Table of Contents

The following table describes the fees and expenses accrued under the Investment Advisory
and Administrative Services Agreement during the years ended December 31, 2021 and 2020 (dollar amounts in the table below and the related notes are presented in thousands):  Related Party

Source Agreement

Description

Year EndedDecember 31,2021


Year EndedDecember 31,2020The Advisor

Investment Advisory and Administrative Services Agreement

Base Management Fee(1)

$
40,122


$
48,323The Advisor

Investment Advisory and Administrative Services Agreement

Administrative Services Expenses(2)

$
5,713


$
6,579  (1)
During the years ended December 31, 2021 and 2020, $39,812 and $53,749, respectively, in base management
fees were paid to the Advisor. The base management fee amount shown in the table above for the years ended December 31, 2021 and 2020 is shown net of $1,439 and $706, respectively, in structuring or other upfront fees received by the Advisor
and offset against base management fees. As of December 31, 2021, $10,466 in base management fees were payable to the Advisor. (2)
During the years ended December 31, 2021 and 2020, $3,450 and $3,821, respectively, of the accrued
administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable expenses. The Company paid $4,849 and $5,316,
respectively, in administrative services expenses to the Advisor, or its affiliates, during the years ended December 31, 2021 and 2020. Exemptive Relief As a BDC, the
Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the
BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term. In an order
dated June 4, 2013 (the Order), the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated
investment transactions with certain affiliates of the Companys former investment adviser, including FS KKR Capital Corp. Effective April 9, 2018 (the JV Effective Date), and in connection with the transition of advisory
services to a joint advisory relationship with EIG, the Companys board of trustees authorized and directed that the Company (i) withdraw from the Order, except with respect to any transaction in which the Company participated in reliance
on the Order prior to the JV Effective Date, and (ii) rely on an exemptive relief order dated April 10, 2018, granted to EIG and its affiliates which permits the Company to participate in
co-investment transactions with certain other EIG advised funds (the EIG Order). Potential
Conflicts of Interest The members of the senior management and investment teams of the Advisor serve or may serve as officers,
directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel, including in similar or other capacities for the investment advisers to future
investment vehicles affiliated with FS Investments or EIG. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Companys best
interests or in the best interest of the Companys shareholders. The Companys investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Company
relies on the Advisor to manage its day-to-day activities and to implement its investment strategy. The Advisor, FS Investments, EIG and certain of their respective
affiliates are presently, and plan in the future to continue to be, involved with  13




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##### Table of Contents

activities which are unrelated to the Company. As a result of these activities, the Advisor, FS Investments, EIG, their employees and certain of their affiliates will have conflicts of interest
in allocating their time between the Company and other activities in which they are or may become involved, including the management of other entities affiliated with FS Investments or EIG. The Advisor and its employees will devote only as much of
its or their time to the Companys business as the Advisor and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time. The Advisors affiliates and its personnel are simultaneously providing investment advisory services to other affiliated entities. The
Advisor may determine that it is appropriate for the Company and one or more other investment accounts managed by the Advisors affiliates to participate in an investment opportunity. To the extent the Company is able to make co-investments with investment accounts managed by the Advisor or its affiliates, these co-investment opportunities may give rise to conflicts of interest or perceived
conflicts of interest among the Company and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in determining which investment opportunities should be presented to the Company and
other participating accounts. To mitigate these conflicts, the Advisor will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the
source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available
liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction. As affiliates of FS Investments and EIG currently serve as the investment adviser to other entities and
accounts, it is possible that some investment opportunities will be provided to such other entities and accounts rather than to the Company. Trustee Independence A majority
of the members of the Board are not interested persons, as defined in Section 2(a)(19) of the 1940 Act, of the Company or the Advisor, and are independent as defined in Rule 5605(a)(2) of The NASDAQ Stock Market
LLC. Section 2(a)(19) of the 1940 Act defines an interested person to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The Board is currently comprised of eight trustees, six of whom are Independent Trustees. The Board has determined that the following trustees
are Independent Trustees: Ms. McGinty and Messrs. Brown, Chandler, Goldstein, Pizzi and Ramos. Based upon information requested from each trustee concerning his or her background, employment and affiliations, the Board has affirmatively
determined that none of the Independent Trustees has, or within the last two years had, a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any Board committee or as a
shareholder.  Item 14.
Principal Accountant Fees and Services. Fees to Auditors Set forth in the table
below are audit fees, audit related fees, tax fees and all other fees billed to the Company by RSM, LLP for professional services performed for the fiscal years ended December 31, 2021 and 2020:  Fiscal Year

Audit Fees


Audit-Related 
Fees(1)


Tax Fees


All Other Fees(2)2021

$
457,091











2020

$
465,551











  (1)
Audit-Related Fees are those fees billed to the Company by RSM, LLP for services provided by RSM,
LLP or fees billed for expenses relating to the review by RSM, LLP of the Companys registration statements filed with the SEC pursuant to the Securities Act.  14




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##### Table of Contents

(2)
All Other Fees are those fees, if any, billed to the Company by RSM, LLP in connection with
permitted non-audit services. Pre-Approval
Policies and Procedures The Companys Audit Committee reviews, negotiates and approves in advance the scope of work, any
related engagement letter and the fees to be charged by the Companys independent registered public accounting firm for audit services and permitted non-audit services for the Company and for permitted non-audit services for the Advisor and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or
financial reporting of the Company. Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is considered at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its
members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its
responsibilities to pre-approve services performed by RSM US LLP to management. All of the audit and non-audit services described above for which RSM US LLP invoiced the
Company for the fiscal years ended December 31, 2020 and 2019 were pre-approved by the Audit Committee.  15




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##### Table of Contents

PART IV  Item 15.
Exhibits and Financial Statement Schedules. Exhibits The following exhibits are filed as part of this
Amendment:  31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.  *
Filed herewith.  Item 16.
Form 10-K Summary. None.  16




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized.  Date: April 29, 2022





/s/ MICHAEL C. FORMAN
Michael C. FormanChief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.  Date: April 29, 2022





/s/ MICHAEL C. FORMAN
Michael C. FormanChief Executive Officer andTrusteeDate: April 29, 2022





/s/ EDWARD T. GALLIVAN, JR.
Edward T. Gallivan, Jr.Chief Financial Officer(Principal Financial Officer)Date: April 29, 2022





/s/ ROBERT BLAIR THOMAS
Robert Blair ThomasPresident and TrusteeDate: April 29, 2022





/s/ SIDNEY R. BROWN
Sidney R. BrownTrusteeDate: April 29, 2022





/s/ GREGORY P. CHANDLER
Gregory P. ChandlerTrusteeDate: April 29, 2022





/s/ RICHARD I. GOLDSTEIN
Richard I. GoldsteinTrusteeDate: April 29, 2022





/s/ KATHLEEN A. MCGINTY
Kathleen A. McGintyTrustee  17




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##### Table of Contents

Date: April 29, 2022





/s/ CHARLES P. PIZZI
Charles P. PizziTrusteeDate: April 29, 2022





/s/ PEDRO A. RAMOS
Pedro A. RamosTrustee  18